ARTICLE I INTERPRETATIONAcquisition Agreement • February 16th, 2007 • Triples Holdings LTD • Hotels & motels • Ontario
AMENDMENT NO. 1 AND JOINDER TO AMENDED AND RESTATED FUNDING AND COOPERATION AGREEMENTFunding and Cooperation Agreement • February 16th, 2007 • Triples Holdings LTD • Hotels & motels • New York
THIS AMENDMENT NO. 1 AND JOINDER TO AMENDED AND RESTATED FUNDING AND COOPERATION AGREEMENT ( this “Amendment No. 1 and Joinder”) is entered into as of February 9, 2007, by and among Kingdom Hotels International, a Cayman Islands company (“Kingdom”), Cascade Investment, L.L.C., a Washington limited liability company (“Cascade”), Triples Holdings Limited, an Ontario corporation (“Triples”), Isadore Sharp (“Sharp”, and together with Kingdom, Cascade, and Triples, the “Original Parties”), and FS Acquisition Corp., a British Columbia corporation (“Acquirer”), and amends that certain Amended and Restated Funding and Cooperation Agreement, dated as of February 8, 2007, by and among the Original Parties (the “Amended and Restated Funding and Cooperation Agreement”).
AMENDED AND RESTATED FUNDING AND COOPERATION AGREEMENTFunding and Cooperation Agreement • February 16th, 2007 • Triples Holdings LTD • Hotels & motels • New York
THIS AMENDED AND RESTATED FUNDING AND COOPERATION AGREEMENT (this “Agreement”) is dated as of February 8, 2007 by and among Kingdom Hotels International, a Cayman Islands company (“Kingdom”), Cascade Investment, L.L.C., a Washington limited liability company (“Cascade” and, together with Kingdom, the “Lead Investors”), Triples Holdings Limited, an Ontario corporation (“Triples” and, together with the Lead Investors, the “Investors”), and Isadore Sharp (“Sharp” and, together with Triples, the “Sharp Parties”; the Sharp Parties and the Lead Investors are referred to herein as the “Parties”) and amends and restates that certain Funding and Cooperation Agreement, dated as of November 3, 2006, by and among the Parties, as amended by that certain Amendment No. 1 to Funding and Cooperation Agreement, dated as of December 27, 2006, by that certain Amendment No. 2 to Funding and Cooperation Agreement, dated as of January 19, 2007, and by that certain Amendment No. 3 to Funding and Cooperation A
VOTING AGREEMENTVoting Agreement • February 16th, 2007 • Triples Holdings LTD • Hotels & motels • Ontario
THIS VOTING AGREEMENT (this “Agreement”), dated as of February 9, 2007, is made and entered into by and among FS Acquisition Corp., a British Columbia corporation (“Purchaser”), Kingdom Hotels International, a Cayman Islands company (“Kingdom”), Cascade Investment, L.L.C., a Washington limited liability company (“Cascade”), Triples Holdings Limited, an Ontario corporation (“Triples”), and, other than for purposes of Section 3(b) hereof, Four Seasons Hotels Inc., an Ontario corporation (the “Company”). Kingdom, Cascade and Triples are referred to herein collectively as the “Shareholders” and each individually as a “Shareholder.”
PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)Plan of Arrangement • February 16th, 2007 • Triples Holdings LTD • Hotels & motels
